I am pleased to note that the department's seventh annual Securities Forum, organized in conjunction with the agency's Securities Advisory Council, will be held on Monday, November 13, 1995 at the Four Points Hotel - Sheraton in Waterbury, Connecticut. The department views the Forum as a very important part of its educational outreach program. As in the past, we have kept this year's seminar registration price at a level below our expenses to offer interested persons an exceptional opportunity to explore current regulatory issues without any cost burden. We are grateful to all the distinguished panelists serving on 1995's program who have donated their valuable time without reimbursement to share their knowledge and wisdom.

Securities Forum '95 will again offer an outstanding full day's agenda with an extraordinary faculty. John E. Pinto, Executive Vice President of the National Association of Securities Dealers, will present the keynote address, following a luncheon for all conference registrants. Mr. Pinto will be joined on the day's program by numerous senior representatives of state and federal government agencies, SROs, industry and the bar.

On January 1, 1996, the Firm Element of the Securities Industry Continuing Education Program (CEP) will become mandatory. A Securities Forum '95 panel, including members of the Industry/Regulatory Council on Continuing Education which crafted the program, will discuss Firm Element requirements and offer valuable advice on tailoring effective training plans. Firm managers, compliance officers or persons responsible for CEP are encouraged to attend and ask questions.

Additional panels will comprehensively address other topical and important industry issues. Banks' expanding securities and insurance activities, as the financial services industry dynamically evolves, will be discussed from varying regulatory viewpoints, with a focus on future regulatory structures and how regulation may affect competition among industries. Sales practice supervision issues, such as the responsibility of firm officers, will be explored from the perspectives of regulators, industry and the bar. Arbitration issues and new proposals for mediation alternatives will also be thoroughly examined. Another discussion will center on current developments in securities law and will consider at what point professionals such as attorneys or accountants begin engaging in investment adviser business. Regulatory initiatives and recent enforcement actions will also be the focus of a panel of senior securities regulators. The day's program will conclude with an informal reception to allow registrants an opportunity to meet panelists, state officials and Advisory Council members.

For your convenience, detailed information on the program schedule for Securities Forum '95 and on conference registration procedures may be found in a special section of this Securities Bulletin.

Section 36b-13 of the Connecticut Uniform Securities Act provides, in part that:

(a) Each person registered as a broker-dealer ... may renew such registration for a one-year period not later than December thirty-first of each calendar year by making application on a form prescribed by the commissioner. The fee for renewal of registration for each registered broker-dealer ... shall be one hundred fifty dollars per renewal application, nonrefundable, payable at the time of renewal, and shall be submitted, together with the renewal application, to the commissioner, or any person designated in writing by the commissioner to collect such fee on his behalf.....

(b) Each person registered as an agent ... may renew such registration for a one-year period by December thirty-first of each calendar year by making application on a form prescribed by the commissioner. The fee for renewal of registration for each person registered as an agent ... shall be forty dollars, nonrefundable, payable at the time of renewal, and shall be submitted, together with the renewal application, to ... any person designated in writing by the commissioner to collect such fee on his behalf ....

The National Association of Securities Dealers’ Central Registration Depository ("CRD") has been designated by the Commissioner to collect Connecticut registration fees for broker-dealers and their agents.

THE RENEWAL PROCESS

All broker dealers and broker dealer agents wishing to renew their Connecticut registration must pay to CRD the appropriate renewal fee within the prescribe time frame set by the CRD

Section 36b-13 of the Connecticut Uniform Securities Act provides, in part that:

(a) Each person registered as ... [an] investment adviser may renew such registration for a one-year period not later than December thirty-first of each calendar year by making application on a form prescribed by the commissioner. The fee for renewal of registration for each registered ... investment adviser shall be one hundred fifty dollars per renewal application, nonrefundable, payable at the time of renewal, and shall be submitted, together with the renewal application, to the commissioner ....

(b) Each person registered as an ... investment adviser agent may renew such registration for a one-year period by December thirty-first of each calendar year by making application on a form prescribed by the commissioner. The fee for renewal of registration for each person registered as an ... investment adviser agent shall be forty dollars, nonrefundable, payable at the time of renewal, and shall be submitted, together with the renewal application, to the commissioner ...

THE RENEWAL PROCESS

During the month of November, the Securities and Business Investments Division generates invoices and mails them out directly to registered investment advisers. Separate invoices are not generated for investment adviser agents. Each invoice will reflect the name of the investment adviser and list all of its investment adviser agents registered with the Division.

Checks for renewal fees should be made payable to "Treasurer, State of Connecticut." Remit payment by mailing a copy of the invoice and the appropriate fee back to the Division. Make sure you mail early enough so that the Division receives your payment prior to December 31st. Unless payment is received by December 31st, licenses for both investment advisers and their agents will have expired.

When reviewing the invoice, if you do not wish to renew an investment adviser agent, delete the appropriate name and subtract the appropriate fee. If you wish to add an investment adviser agent, do not use the invoice for this purpose. Instead, submit a separate application and fee directly to the Division for the investment adviser agent you wish to add. Remember that no investment advisory corporation or partnership may renew its registration without registering at least one agent. Therefore, no investment adviser registration will be renewed unless one agent is listed on the renewal invoice or (where the firm is adding an investment adviser agent) the Division receives a completed investment adviser agent application and separate fee. If you have any questions regarding the renewal process or need any forms, please feel free to contact the Division before December 31st.

ENFORCEMENT HIGHLIGHTS

On July 18, 1995, the Commissioner issued an Order to Cease and Desist and Notice of Right to Hearing and a Notice of Intent to Fine (Docket number CD/NF-95-717-B) under the Connecticut Business Opportunity Investment Act against Silver Shots, Inc. The corporation, which is in the business of marketing the Silver Shots Quarter Machine game, maintains its principal office at 6400A Frederick Road, Baltimore, Maryland.

The Commissioner's action was based on allegations that Silver Shots, Inc. offered and sold unregistered business opportunity distributorships in violation of Section 36b-67(1) of the Act. The Commissioner also claimed that the corporation engaged in fraudulent practices, including failing to disclose to purchasers that its distributorships were not registered under the Act and failing to disclose any financial risks associated with the investment. The respondent was given the opportunity to request a hearing on the cease and desist order. An administrative hearing on the Notice of Intent to Fine has been scheduled for August 8, 1995.

Hawaii SMR, Inc.

On August 1, 1995, the Commissioner issued an Order to Cease and Desist and Notice of Right to Hearing and a Notice of Intent to Revoke Exemption (Docket number CD/NE-95-2692-S) under the Connecticut Uniform Securities Act against Hawaii SMR, Inc. of 4275 Executive Square, Suite 800, La Jolla, California. The Commissioner's action was based on allegations that the corporation employed unregistered agents in soliciting investors to purchase its common stock. The purported aim of the financing was to raise capital to develop a statewide network of wireless communications in Hawaii. The Commissioner also alleged that the common stock was not registered under Section 36b-16 of the Act and that the issuer failed to notify the agency of material changes concerning its private placement exemption claim. In addition, the Commissioner alleged that the corporation engaged in fraudulent practices by representing that investors could realize a 300% return; by claiming that the corporation was a likely takeover target by companies such as IBM or Nextel; and by omitting material information concerning a bar imposed by the National Association of Securities Dealers, Inc. against James E. Gasper, president of Hawaii SMR, Inc. The corporation was afforded an opportunity to request a hearing on the cease and desist order and on the Notice of Intent to Revoke its private placement exemption.

On July 27, 1995, the Banking Commissioner entered a Consent Order (No. CO-95-2309-S) with respect to Roman Sybal of New Britain, Connecticut. The Consent Order followed a Securities and Business Investments Division investigation under the Connecticut Uniform Securities Act. The investigation uncovered evidence that from February 20, 1990 to April 15, 1993, Sybal transacted business as an unregistered agent in purported violation of Section 36b-6(a) of the Act.

The Consent Order directed Sybal to cease and desist from regulatory violations and retroactively barred him, commencing on January 5, 1994 and concluding on August 1, 1995, from associating in any capacity with a broker-dealer or investment adviser. During that time frame, Sybal was also barred from offering or selling securities, rendering investment advice, acting as an investment adviser agent or soliciting accounts for any investment adviser. Following the expiration of the bar, Sybal would be permitted to apply for conditional registration as an agent or investment adviser agent. The conditions contemplated by the Consent Order would remain in effect for two years, and would include provisions precluding Sybal from acting in a supervisory or proprietary capacity with respect to any broker-dealer or investment adviser with whom he became associated.

Parsons Asset Management, Inc.

On July 28, 1995, the Banking Commissioner entered a Consent Order (No. CO-95-2806-S) with respect to Parsons Asset Management, Inc., an investment adviser located at 25 Griffin Avenue, Bedford Hills, New York. The Consent Order followed a Securities and Business Investments Division investigation under the Connecticut Uniform Securities Act. The investigation uncovered indications that commencing in 1993, the firm had rendered investment advisory services to Connecticut clients absent registration under Section 36b-6(c) of the Act.

Without admitting or denying any allegations of wrongdoing, the firm agreed to the entry of a consent order directing it to refrain from regulatory violations. The Consent Order also mandated that the firm review, revise and implement supervisory and compliance procedures designed to ensure compliance with Connecticut's securities laws and regulations. In addition, the Consent Order required that the firm pay $3,680 to the agency, $3,000 of which represented a civil penalty and $680 of which represented uncollected registration fees during the period of unregistered activity.

David Lee Cowan (CRD # 1445632)

On August 1, 1995, the Banking Commissioner entered a Consent Order (No. CO-95-2563-S) with respect to David Lee Cowan of North Haven, Connecticut. The Consent Order followed a Securities and Business Investments Division investigation under the

Connecticut Uniform Securities Act. That investigation uncovered indications that, from approximately November 1993 to April 1994, while acting as an agent of FFP Securities, Inc., Cowan offered and sold unregistered nonexempt investments in the Cross Financial Services, Inc. Government Accounts Receivable Financing Investment Program to Connecticut residents in alleged violation of Section 36b-16 of the Act.

The Consent Order required that Cowan cease and desist from unlawful activity. In addition, the Consent Order barred Cowan for five years from acting as a broker-dealer, an investment adviser, a broker-dealer agent, an agent of issuer and an investment adviser agent. Once that five year period elapsed, Cowan would be permitted to reapply for agent registration in a non-supervisory and non-proprietary capacity. The restriction on supervisory and proprietary activity would remain in effect for two years. The Consent Order also provided that, should Cowan reapply for agent registration following the five year bar, he would have to procure from his employing broker-dealer a written statement indicating that he would be subject to sufficient supervisory controls.

Charles Robert Snyder (CRD # 429761)

On August 14, 1995, the Banking Commissioner entered a Consent Order (No. CO-95- 2807-S) with respect to Charles Robert Snyder of South Glastonbury, Connecticut. The Consent Order followed a Securities and Business Investments Division investigation under the Connecticut Uniform Securities Act. That investigation suggested that, in or about 1994, while acting as an agent of Allmerica Investments, Inc. (CRD number 3960) and in a supervisory capacity with that firm, Snyder offered and sold unregistered non-exempt notes to Connecticut customers of Allmerica Investments, Inc.; that the proceeds of those note sales were used for Snyder's personal benefit; and that the sales were neither effected with the firm's knowledge and consent nor reflected on its books and records.

Without admitting or denying that the alleged misconduct occurred or that it would constitute a regulatory violation, Snyder agreed to the entry of a Consent Order barring him for two years from acting in a supervisory capacity or owning or acquiring a controlling interest in any broker-dealer or investment adviser doing business in the state. The Consent Order also precluded Snyder during that two year period from effecting securities transactions outside the scope of his employment with a Connecticut registered broker- dealer and from acting as a finder and splitting securities-related commissions or referral fees. In addition, Snyder could not represent multiple broker-dealers or investment advisers simultaneously. The Consent Order also required that for two years, Snyder provide the Division with a quarterly report of any securities-related complaints, actions or proceedings concerning him, including the disposition of the same. Finally, the Consent Order imposed a $10,000 fine on Snyder, and required that he reimburse the Division $5,000 for its costs of investigation.

David Paelet (CRD # 1701010)

On August 29, 1995, the Banking Commissioner entered a Consent Order (No. CO-95-2761-S) with respect to David Paelet, a former broker-dealer agent of Guardian Investor Services Corporation ("Guardian") (CRD number 06635). The Consent Order followed a Securities and Business Investments Division investigation under the Connecticut Uniform Securities Act. That investigation uncovered evidence that in or about March 1994, while acting as an agent of Guardian, Paelet offered and sold unregistered non-exempt interests in the Quarter Call Incorporated ("QCI") Pay Telephone Sale and Lease Back Program to Connecticut residents in alleged violation of Section 36b-16 of the Act; that Paelet transacted business as an unregistered agent of the issuer (QCI); and that Paelet engaged in conduct prohibited by Section 36b-31-15b of the Regulations under the Act.

Without admitting or denying any of the Consent Order's allegations, Paelet agreed to the entry of a Consent Order suspending him for 30 consecutive days from acting as an agent of a broker-dealer, issuer or investment adviser. The suspension would commence on September 1, 1995. The Consent Order also required that Paelet cease and desist from unlawful activity and precluded him for two years from offering or selling securities of any issuer outside the scope of his employment with a Connecticut-registered broker-dealer. In addition, the Consent Order required that, for two years, Paelet file a report with the Division concerning any securities-related complaints, actions or proceedings involving him. Finally, Paelet was required to disgorge $7,500 in commissions earned from his sale of the QCI interests and reimburse the agency $2,500 for the Division's investigative costs.

Investors First Capital Group, Inc.

On September 21, 1995, the Banking Commissioner entered a Consent Order (No. CO-95-2801-S) with respect to Investors First Capital Group ("IFCG") of 23 Acorn Street, Providence, Rhode Island. The Consent Order followed a Securities and Business Investments Division investigation under the Connecticut Uniform Securities Act. That investigation suggested that commencing in 1994, IFCG transacted business as an investment adviser absent registration under Section 36b-6(c) of the Act.

The Consent Order required that IFCG refrain from engaging in violative conduct and that the firm review, revise and implement supervisory and compliance procedures designed to ensure regulatory compliance. In addition, the Consent Order required that the firm pay $1,000 to the department; $500 of that amount constituted an administrative fine and the balance represented reimbursement for uncollected registration fees during the period of unregistered activity.

On August 11, 1995, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-95-2785-S) with respect to Jefferies & Company, Inc. ("JCI") of 11100 Santa Monica Boulevard, Tenth Floor, Los Angeles, California. The Stipulation and Agreement followed an investigation by the Securities and Business Investments Division under the Connecticut Uniform Securities Act. That investigation suggested that in or about 1995, JCI transacted business from a place of business in Connecticut without registering that location as a branch office in alleged contravention of Section 36b-6(d) of the Act.

The Stipulation and Agreement required that JCI revise its branch office procedures to ensure regulatory compliance and that it reimburse the department $500 for the Division's costs of investigation.

Guardian Investor Services Corporation (CRD # 6635)

On August 31, 1995, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-95-2761-S) with respect to Guardian Investor Services Corporation ("Guardian") of 201 Park Avenue South, New York, New York. The Stipulation and Agreement followed an investigation by the Securities and Business Investments Division under the Connecticut Uniform Securities Act. That investigation led the agency to believe that from approximately October 1993 through March 1994, David Paelet (CRD number 1701010) and David E. Kannen (CRD number 840414), two former agents of Guardian, offered and sold unregistered non-exempt interests in Quarter Call, Inc. to Connecticut residents in alleged violation of Section 36b-16 of the Act. The Stipulation and Agreement also reflected the department's belief that Guardian failed to exercise proper supervisory controls over the activities of Messrs. Paelet and Kannen.

As a condition to resolving the matter informally with the department, Guardian offered affected Connecticut customers the opportunity to rescind their investments in Quarter Call, Inc.; such rescission offer totaled approximately $120,000. Pursuant to the Stipulation and Agreement, Guardian agreed to review, revise and implement supervisory and compliance procedures designed to achieve regulatory compliance. In addition, Guardian agreed to conduct annual compliance audits of its Connecticut branch offices for a two year period and file copies of the audit reports with the Division. Finally, the Stipulation and Agreement required that, for two years, the firm notify the Division in writing and on a quarterly basis of any securities-related complaints, including their disposition, received from Connecticut residents.

On September 26, 1995, the Banking Commissioner entered into a Stipulation and Agreement (No. ST-95-4174-S) with respect to F.X.C. Investors Corp. ("FXC"), of 62-19 Cooper Avenue, Glendale, New York, and its president Francis X. Curzio. On June 22, 1995, the department had issued a Notice of Intent to Deny the investment adviser registration of FXC and a Notice of Intent to Deny Curzio's investment adviser agent application.

Pursuant to the Stipulation and Agreement, FXC and Curzio agreed to designate and retain an independent consultant to review the firm's supervisory and compliance procedures, make recommendations, and issue a report to the Securities and Business Investments Division concerning those measures taken to implement the consultant's recommendations. In addition, the Stipulation and Agreement required that FXC and Curzio file a written report with the Division regarding any complaints received from Connecticut residents. The Stipulation and Agreement also mandated that Curzio pass the Series 65 examination within 120 days following the Commissioner's execution of the Stipulation and Agreement. Finally, the Stipulation and Agreement provided for the payment of a $500 fine and $500 representing reimbursement for the Division's investigative costs.

On July 11, 1995, the Banking Commissioner issued a Notice of Intent to Revoke the agent and investment adviser registrations of David E. Kannen. On the same day, the Commissioner entered an Order to Cease and Desist and Notice of Right to Hearing against Kannen (Docket No. NR/CD-95-3927-S). Kannen, of 231 Quail Run Road, Suffield, Connecticut, was employed as a registered broker-dealer agent of Caderet, Grant & Company, Inc. and also ran an investment advisory firm known as Kannen Consulting Associates.

The Commissioner alleged that from October 1993 to January 1994, Kannen sold to Connecticut residents unregistered non-exempt interests in the Quarter Call Incorporated ("QCI") Pay Telephone Sale and Lease Back Program, interests which the Commissioner claimed were securities. QCI, located at 2028 Lord Fairfax Road, Tysons Corner, Virginia, represented that it would sell at least three pay telephones to each investor, lease them back, operate and service them for five years regardless of how much monthly income each phone generated and ultimately repurchase the phones from the investor at a price which represented a 100% return on the investor's initial investment. The Commissioner also maintained that Kannen transacted business as an unregistered agent of the issuer (QCI) in violation of Section 36b-6 of the Connecticut Uniform Securities Act. In addition, the department claimed that Kannen engaged in dishonest or unethical practices in the securities business by 1) executing transactions in QCI securities which were not properly recorded on the records of Kannen's employing broker-dealer; and 2) recommending the QCI investment to investors without regard as to whether it was suitable for their individual financial situation and needs. The respondent was provided with an opportunity to request a hearing on the Notice of Intent to Revoke and the Order to Cease and Desist.

Quantech Research Group, Inc.- Notice of Intent to Deny Registration as Investment Adviser Issued; Cease and Desist Order Entered

On July 25, 1995, the Banking Commissioner issued a Notice of Intent to Deny the investment adviser registration application of Quantech Research Group, Inc. of 475 West Todd Street, Hamden, Connecticut and 341 Main Street, West Haven, Connecticut. On the same day, the Commissioner entered an Order to Cease and Desist and Notice of Right to Hearing against the corporation (Docket No. ND/CD-95-4064-S). The Commissioner's action was based on allegations that the firm and its president, Mark T. Minervini, failed to satisfy the experience requirements contained in Section 36b-31-7b(a) of the Regulations under the Connecticut Uniform Securities Act. The Commissioner also alleged that Minervini filed a false or misleading statement with the agency concerning his prior connection with William O'Neil and Company, a broker-dealer registered under the Act, and whether Quantech Research Group, Inc. had transacted business as an unregistered investment adviser. On October 6, 1995, a hearing was held on the Notice of Intent to Deny and the Order to Cease and Desist.

On July 25, 1995, the Banking Commissioner issued a Notice of Intent to Deny the investment adviser agent registration application of Mark T. Minervini of 445 Savin Avenue, West Haven, Connecticut. On the same day, the Commissioner entered a cease and desist order against Minervini (Docket No. ND/CD-95-4064-S). Minervini is the president of Quantech Research Group, Inc., an investment advisory concern based in Hamden and West Haven, Connecticut. The Commissioner alleged that Minervini had violated Section 36b-23 of the Connecticut Uniform Securities Act by filing false or misleading statements with the agency concerning his prior connection with William O'Neil and Company, a broker-dealer registered under the Act. The Commissioner's action was also based on allegations that Minervini transacted business as an unregistered investment adviser agent in purported violation of Section 36b-6(c) of the Act. On October 6, 1995, a hearing was held on the Notice of Intent to Deny and the Order to Cease and Desist.

On September 28, 1995, the Banking Commissioner entered an order revoking the broker-dealer registration of Robert Todd Financial Corp. of 805 Third Avenue, 15th Floor, New York, New York. The Commissioner found that the firm 1) wilfully violated Section 36b-16 of the Connecticut Uniform Securities Act by selling unregistered non-exempt American Aircraft Corporation stock to Connecticut residents; 2) wilfully violated Section 36b-6 of the Act by employing unregistered agents; 3) violated Section 36b-6(d) of the Act by transacting business from an unregistered Connecticut branch office; 4) engaged in unauthorized trading; and 5) failed to establish sufficient supervisory controls over agent activity. The Commissioner also found that the firm had been the subject of a March 15, 1995 suspension by the National Association of Securities Dealers based on an alleged failure to comply with written requests to submit financial information to the NASD. The firm did not appear or contest the matter.

Robert Fallah (CRD # 1069032) - Agent Registration Revoked

On September 28, 1995, the Banking Commissioner ordered that the registration of Robert Fallah as an agent of Robert Todd Financial Corp. be revoked. Fallah was also the president of the firm. The Commissioner found that Fallah failed to exercise his supervisory obligations in preventing alleged sales of unregistered securities, employment of unregistered agents and unauthorized trading by the firm. Fallah did not appear or contest the matter.